STOCK TITAN

[Form 4] OLD DOMINION FREIGHT LINE, INC. Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

OLD DOMINION FREIGHT LINE, INC. Executive Chairman David S. Congdon reported a Form 4 showing a bona fide gift of 295,670 shares of common stock. The shares were transferred from the Audrey Congdon Irrevocable Trust #1 FBO Megan Oglesby, where he is trustee, leaving that trust with no remaining shares.

The filing also updates indirect ownership balances across multiple trusts, a 401(k) plan, and revocable and irrevocable trusts associated with Congdon and family members. All reported positions are indirect, and the gift represents a non-market transfer rather than an open‑market sale or purchase.

Positive

  • None.

Negative

  • None.
Insider CONGDON DAVID S
Role Executive Chairman
Type Security Shares Price Value
Gift Common Stock 295,670 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 0 shares (Indirect, As trustee of the Audrey Congdon Irrevocable Trust #1 FBO Megan Oglesby)
Footnotes (1)
Gifted shares 295,670 shares Bona fide gift of common stock from irrevocable trust
Gift price per share $0.00 per share Reported value for gifted ODFL common stock
401(k) plan holding 178,433 shares Indirect ownership by 401(k) plan after reported date
Yowell Family 2020 GST Trust 199,650 shares Indirect trust holding of ODFL common stock
Earl E. Congdon GRAT Remainder Trust 1,867,428 shares Indirect co‑trustee holding of ODFL common stock
David S. Congdon Revocable Trust 606,299 shares Indirect holding via revocable trust dated 12/3/91
Audrey Congdon Irrevocable Trust #2 FBO Seth Yowell 515,870 shares Indirect trustee holding of ODFL common stock
bona fide gift financial
"transaction_code_description: "Bona fide gift" for 295,670-share transfer"
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
indirect ownership financial
"All entries marked with ownership_type "indirect" and ownership_code "I""
401(k) plan financial
"nature_of_ownership: "By 401(k) plan" for 178,433-share position"
A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.
Irrevocable Trust financial
"nature_of_ownership mentions multiple irrevocable trusts holding ODFL shares"
An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.
GRAT financial
"nature_of_ownership: "Earl E. Congdon GRAT Remainder Trust" and "David S. Congdon 2025 GRAT""
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
CONGDON DAVID S

(Last)(First)(Middle)
C/O OLD DOMINION FREIGHT LINE, INC.
500 OLD DOMINION WAY

(Street)
THOMASVILLE NORTH CAROLINA 27360

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
OLD DOMINION FREIGHT LINE, INC. [ ODFL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Executive Chairman
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock05/27/2026G295,670D$00IAs trustee of the Audrey Congdon Irrevocable Trust #1 FBO Megan Oglesby
Common Stock606,299IBy David S. Congdon Revocable Trust Dated 12/3/91
Common Stock297,250IBy wife as trustee of Helen S. Congdon Revocable Inter Vivos Trust Dated 4/24/12
Common Stock481,425IThe David S. Congdon 2025 GRAT
Common Stock1,867,428IAs co-trustee of the Earl E. Congdon GRAT Remainder Trust
Common Stock949,214IAs co-trustee of the 1998 Earl E. Congdon Family Trust
Common Stock977,244IAs co-trustee of the Earl and Kathryn Congdon Family Irrevocable Trust - 2011
Common Stock243,545IAs trustee of the Audrey Congdon Irrevocable Trust #2 FBO Megan Oglesby
Common Stock1,068,636IBy wife as trustee of David S. Congdon Irrevocable Trust No. 2 dated 11/18/99
Common Stock515,870IAs trustee of Audrey Congdon Irrevocable Trust No. 2 FBO Seth Yowell
Common Stock199,650IAs trustee of Yowell Family 2020 GST Trust
Common Stock2,044IAs trustee of J. Benjamin Yowell 2020 Trust
Common Stock2,044IAs trustee of Clay Yowell 2020 Trust
Common Stock2,044IAs trustee of Andrew Yowell 2020 Trust
Common Stock178,433IBy 401(k) plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
/s/ David S. Congdon05/28/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did ODFL Executive Chairman David S. Congdon report?

David S. Congdon reported a bona fide gift of 295,670 shares of Old Dominion Freight Line common stock. The transfer was made from an irrevocable trust where he serves as trustee and was reported as an indirect, non-market disposition on Form 4.

How many ODFL shares were transferred in the reported gift transaction?

The filing shows a gift transfer of 295,670 common shares of Old Dominion Freight Line. These shares came from the Audrey Congdon Irrevocable Trust #1 FBO Megan Oglesby, and following the gift that trust’s reported balance in ODFL common stock is zero shares.

Was the ODFL insider gift a market sale or purchase of shares?

No, the transaction was reported as a bona fide gift with a per-share price of $0.00. This indicates a non-market transfer of shares, rather than an open-market sale or purchase, and therefore does not directly reflect trading activity in the public market.

How is David S. Congdon’s ownership in ODFL characterized in this Form 4?

All positions in this Form 4 are reported as indirect ownership. The shares are held through various vehicles, including a 401(k) plan, family trusts, and revocable and irrevocable trusts where Congdon or family members act as trustees or co‑trustees.

Which entity transferred shares in the ODFL insider gift transaction?

The gifted 295,670 ODFL shares were held “As trustee of the Audrey Congdon Irrevocable Trust #1 FBO Megan Oglesby.” After the transfer, the total shares following the transaction for that specific trust position are reported as zero shares.

Does the Form 4 for ODFL include any option exercises or derivative transactions?

No derivative transactions are listed in this Form 4. The derivative summary shows no option or warrant exercises, and the only non-holding transaction recorded is the bona fide gift of 295,670 common shares from an indirectly owned trust position.